1. NAME
The name of the incorporated association shall be Queensland Guidance and Counselling Association Inc (in these Rules called The Association).
2. OBJECTS
The objects for which the Association is established are:
(1) To work for the professional development and welfare of members;
(2) To promote the guidance and counselling position as one of responsibility and significance in education;
(3) To work for the betterment of guidance and special education provisions in Queensland;
(4) To promote an adequate level of professional training and supervision;
(5) To provide a forum for discussion of matters of professional interest to members. These would include:
(a) The philosophies underlying education in general, with guidance, special education and support services in particular;
(b) Current trends in education;
(c) The provision for children with special needs;
(d) Community involvement and the rights and responsibilities of parents;
(e) The current and proposed policies of the Queensland Department of Education; and
(f) Any other matters of interest to members;
(6) To affiliate with national and international organisations of guidance, counselling and psychology;
(7) To initiate discussions with the senior officers of the Department of Education, Catholic Education, other employing authorities and other educational bodies, those discussions to centre around matters of current interest to members;
(8) To comment publicly where appropriate on professional issues relevant to our members;
(9) To promote research in the area of guidance and counselling;
:10) To promote and publish such journals, monographs and other publications as the Executive shall from time to time decide; and
(11) To co-operate with other professional, educational, welfare and community organisations.
3. CLASSES OF MEMBERS
The membership of the Association shall consist of:
(1) Ordinary Members: The following shall be eligible for membership of the Association:
(a) Persons who
(i) have teacher training and experience, and
(ii) have completed a course of post-graduate tertiary training which included studies in guidance and counselling practices and is recognised by the Executive as suitable training for guidance and counselling duties, and
(iii) have performed duties recognised by the Executive as quality guidance and counselling practices for a period equivalent to a minimum of twelve (12) months full time
OR
(b) Persons who have other training and/or practical experience which the Executive recognises as suitable for membership of the Association.
The number of ordinary members shall be unlimited.
(2) Associate Members: The following shall be eligible for Associate Membership of the Association:
Persons who subscribe to the objects of the Association, and wish to receive publications and participate in Association activities, but who are ineligible for ordinary membership.
Associate members have no voting rights. The number of Associate members shall be unlimited.
(3) Life Members
(a) Life Membership may be conferred at the Annual General Meeting by resolution of the Executive which will consider nominations from Ordinary Members at its meeting prior to the Annual General Meeting in recognition of exceptional service to the interests of the Association.
(b) Life Members shall be entitled to all rights of Ordinary Members, but from the date of their election shall be exempt from the payment of subscriptions and levies.
(c) The number of Life Memberships shall be limited to five (5), with a maximum of two (2) able to be conferred in anyone year.
(4) Honorary Members
(a) Honorary Membership may be conferred at the Annual General Meeting by resolution of the Executive which will consider nominations from Ordinary or Life Members at its meeting prior to the Annual General Meeting in recognition of interest in and support of the Association, or to guidance services generally.
(b) Honorary Members shall have no voting rights.
(c) The number of Honorary Memberships shall be limited to five (5), with a maximum of two (2) to be conferred in anyone year.
(5) Emeritus Members: The following shall be eligible for Emeritus Membership of the Association:
(a) persons who no longer work in a guidance and counselling role and have been financial ordinary members of the Association for a total of ten years;
(b) Emeritus Members shall have no voting rights; and
(c) The fee for such membership shall be 50% of the current discounted annual ordinary membership fee.
4. MEMBERSHIP
(1) Every person who at the date of incorporation of the Association was a member of the unincorporated association and who on or before the seventeenth day of September, 1986, agrees in writing to become a member of the Association shall be admitted by the Executive Committee to the same class of membership of the Association as that member held in the unincorporated association. Every member of the Association who previously to his/her agreeing to become a member of the Association has paid his/her subscription due on the first day of January, 1987, as a member of the unincorporated association, shall not be liable to pay any further sum by way of annual subscription to the Association for the period prior to the first day of January, 1988.
(2) Every applicant for any class of membership of the Association (other than the members of the unincorporated association referred to in sub-rule (1 ) shall be proposed by one member of the Association and seconded by another member. The application for membership shall be made in writing, signed by the applicant and his/her proposer and seconder and shall be in such form as the Executive Committee from time to time prescribes.
5. MEMBERSHIP FEES
(1) The membership fees for each class of membership shall be such sum as the members shall from time to time at any general meeting so determine.
(2) The membership fees for each class of membership shall be payable at such time and in such manner as the Executive Committee shall from time to time determine.
6. ADMISSION AND REJECTION OF MEMBERS
(1) At the next meeting of the Executive Committee after the receipt of any application and the fee applicable for any class of membership, such application shall be considered by the Executive Committee, who shall thereupon determine upon the admission or rejection of the applicant.
(2) Any applicant who receives a majority of the votes of the members of the Executive Committee present at the meeting at which such application is being considered shall be accepted as a member to the class of membership applied for.
(3) Upon the acceptance or rejection of an application for any class of membership the membership secretary shall forthwith give the applicant notice in writing of such acceptance or rejection.
(4) Unsuccessful applicants' fees will be refunded.
7. TERMINATION OF MEMBERSHIP
(1) A member may resign from the Association at any time by giving notice in writing to the secretary. Such resignation shall take effect at the time such notice is received by the secretary unless a later date is specified in the notice when it shall take effect on that later date.
(2) If a member:
(a) is convicted of an indictable offence; or
(b) fails to comply with any of the provisions of these Rules; or
(c) has membership fees in arrears for a period of two months or more; or (d) conducts himself/herself in a manner considered to be injurious or
prejudicial to the character or interests of the Association,
the Executive Committee shall consider whether his/her membership shall be terminated.
(3) The member concerned shall be given a full and fair opportunity of presenting his/her case and if the Executive Committee resolves to terminate his/her membership it shall instruct the secretary to advise the member in writing accordingly.
8 APPEAL AGAINST REJECTION OR TERMINATION OF MEMBERSHIP
(1) A person whose application for membership has been rejected or whose membership has been terminated may within one month of receiving written notification thereof, lodge with the secretary written notice of his/her intention to appeal against the decision of the Executive Committee.
(2) Upon receipt of a notification of intention to appeal against rejection or termination of membership the secretary shall convene, within three months of the date of receipt by him/her of such notice, a general meeting to determine the appeal. At any such meeting the applicant shall be given the opportunity to fully present his/her case and the Executive Committee or those members thereof who rejected the application for membership or terminated the membership subsequently shall likewise have the opportunity of presenting its or their case. The appeal shall be determined by the vote of the members present at such meeting.
(3) Where a person whose application is rejected, does not appeal against the decision of the Executive Committee within the time prescribed by these Rules or so appeals but the appeal is unsuccessful, the secretary shall forthwith refund the amount of any fee paid.
9. REGISTER OF MEMBERS
(1) The Executive Committee shall cause a Register to be kept in which shall be entered the names and residential addresses of all persons admitted to membership of the Association and the dates of their admission.
(2) Particulars shall also be entered into the Register of deaths, resignation terminations and reinstatements of membership and any further particulars as the Executive Committee or the members at any general meeting may require from time to time.
(3) The Register shall be open for inspection at all reasonable times by any member who previously applies to the secretary for such inspection.
10. MEMBERSHIP OF EXECUTIVE COMMITTEE
(1) The Executive Committee of the Association shall consist of a President, Vice-President, Secretary, Treasurer, all of whom shall be ordinary or life members of the Association and such number of other ordinary or life members as the ordinary or life members of the Association at any general meeting may from time to time elect or appoint.
(2) At least two members of the Executive Committee shall be country members, 'country' being defined as any worksite outside a radius of 100 km from the Brisbane city centre.
(3) The majority of members of the Executive Committee shall be Department of Education guidance officers or senior guidance officers or field-based guidance practitioners employed by other than the Department of Education and the Executive at any time will include at least one representative who is employed by the Queensland Department of Education and at least one representative who is employed by an education employer other than the Department of Education.
(4) The President shall be elected for a period of two (2) years, the first year as President, the second year as Immediate Past President.
(5) At the Annual General Meeting of the Association, all the members of the Executive Committee for the time being shall retire from office, but shall be eligible upon nomination for re-election.
(6) The election of officers and other members of the Executive Committee shall take place in the following manner:
(a) Any two ordinary or life members of the Association shall be at liberty to nominate any other member to serve as an officer or other member of the Executive Committee:
(b) The nomination, which shall be in writing and signed by the member and his/her proposer and seconder, shall be lodged with the secretary at least fourteen (14) days before the annual general meeting at which the election is to take place;
(c) A list of the candidates' names in alphabetical order, with the proposers' and seconders' names, shall be posted in a conspicuous place in the office or usual place of meeting of the Association for at least seven (7) days immediately preceding the annual general meeting;
(d) Balloting lists shall be prepared (if necessary) containing the names of the candidates in alphabetical order, and each member present at the Annual General Meeting shall be entitled to vote for any number of such candidates not exceeding the number of vacancies; and
(e) Should, at the commencement of such meeting, there be an insufficient number of candidates nominated, nominations may be taken from the floor of the meeting.
11. RESIGNATION FROM MEMBERSHIP OF THE EXECUTIVE COMMITTEE
Any member of the Executive Committee may resign from membership of the Executive Committee at any time by giving notice in writing to the secretary, but such resignation shall take effect at the time such notice is received by the secretary unless a later date is specified in the notice when it shall take effect on that later date, or such member may be removed from office at a general meeting of the Association where that member shall be given the opportunity to fully present his/her case. The question of removal shall be determined by the vote of the members present at such a general meeting.
12. VACANCIES ON EXECUTIVE COMMITTEE
(1) The Executive Committee shall have power at any time to appoint any member of the Association to fill any casual vacancy on the Executive Committee until the next Annual General Meeting.
(2) The continuing members of the Executive Committee may act notwithstanding any casual vacancy in the Executive Committee, but if and so long as their number is reduced below the number fixed by or pursuant to these Rules as the necessary quorum of the Executive Committee, the continuing member or members may act for the purpose of increasing the number of members of the Executive Committee to that number or of summoning a general meeting of the Association, but for no other purpose.
13. FUNCTIONS OF THE EXECUTIVE COMMITTEE
(1) Except as otherwise provided by these Rules and subject to resolutions of the members of the Association carried at any general meeting the Executive Committee;
(a) shall have the general control and management of the administration of the affairs, property and funds of the Association; and
(b) shall have authority to interpret the meaning of these Rules and any matter relating to the Association on which these Rules are silent.
(2) The Executive Committee may exercise all the powers of the Association:
(a) to borrow or raise or secure the payment of money in such manner as the members of the Association may think fit and secure the same payment or performance of any debt, liability, contract, guarantee or other engagement incurred or to be entered into by the Association in any way and in particular by the issue of debentures, perpetual or otherwise, charged upon all or any of the Associations's property, both present and future, and to purchase, redeem or payoff any such securities;
(b) to borrow money from members at a rate of interest not exceeding interest at the rate for the time being charged by bankers in Brisbane for overdrawn accounts on money lent, whether the term of the loan be short or long, and to mortgage or charge its property or any part thereof and to issue debentures and other securities, whether outright or as security for any debt, liability or obligation of the Association, and to provide and payoff any such securities; and
(c) to invest in such manner as the members of the Association may from time to time determine.
14. MEETINGS OF EXECUTIVE COMMITTEE
(1) The Executive Committee shall meet at least once every calendar month to exercise its functions.
(2) A special meeting of the Executive Committee shall be convened by the secretary on the requisition in writing signed by not less than one-third of the members of the Executive Committee, which requisition shall clearly state the reasons why such special meeting is being convened and the nature of the business to be transacted thereat.
(3) At every meeting of the Executive Committee a simple majority of a number equal to the number of members elected and/or appointed to the Executive Committee as at the close of the last general meeting of the members, shall constitute a quorum.
(4) Subject as previously provided in this rule, the Executive Committee may meet together and regulate its proceedings as it thinks fit. Provided that questions arising at any meeting of the Executive Committee shall be decided by a majority of votes and, in the case of equality of votes, the question shall be deemed to be decided in the negative.
(5) A member of the Executive Committee shall not vote in respect of any contract or proposed contract with the Association in which he/she is interested, or any matter arising thereout, and if he/she does so vote his/her vote shall not be counted.
(6) Not less than fourteen days notice shall be given by the secretary to members of the Executive Committee of any special meeting of the Executive Committee. Such notice shall clearly state the nature of the business to be discussed thereat.
(7) The President shall preside as Chairman at every meeting of the Executive Committee, or if there is no President, or if at any meeting he/she is not present within ten minutes after the time appointed for holding the meeting, the Vice-President shall be Chairman or if the Vice-President is not present at the meeting then the members may choose one of their number to be Chairman of the meeting.
(8) If within half-an-hour from the time appointed for the commencement of an Executive Committee meeting a quorum is not present, the meeting, if convened upon the requisition of members of the Executive Committee, shall lapse. In any other case it shall stand adjourned to the same day in the next week at the same time and place or to such other time and such other place as the Executive Committee may determine, and if at the adjourned meeting a quorum is not present within half-an-hour from the time appointed for the meeting, the meeting shall lapse.
15. DELEGATION OF POWERS TO A SUB-COMMITTEE
(1) The Executive Committee may delegate any of its powers to a sub- committee consisting of such members of the Association as the Executive Committee thinks fit. Any sub-committee so formed shall in the exercise of the powers so delegated conform to any regulations that may be imposed on it by the Executive Committee.
(2) A sub-committee may elect a Chairman of its meetings. If no such Chairman is elected, or if at any meeting the Chairman is not present within ten minutes after the time appointed for holding the meeting, the members present may choose one of their number to be Chairman of the meeting.
(3) A sub-committee may meet and adjourn as it thinks proper. Questions arising at any meeting shall be determined by a majority of votes of the members present and, in the case of an equality of votes, the question shall be deemed to be decided in the negative.
16. All acts done by any meeting of the Executive Committee or of a sub-committee or by any person acting as a member of the Executive Committee shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment of any such member of the Executive Committee or person acting as aforesaid, or that the members of the Executive Committee or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a member of the Executive Committee.
17. A resolution in writing signed by all the members of the Executive Committee for the time being entitled to receive notice of a meeting of the Executive Committee shall be as valid and effectual as if it had been passed at a meeting of the Executive Committee duly convened and held. Any such resolution may consist of several documents in like form, each signed by one or more members of the Executive Committee.
18. ANNUAL GENERAL OR GENERAL MEETINGS
The first general meeting shall be held at such time, not being less than one month nor more than three months after the incorporation of the Association, and at such place as the Executive Committee may determine.
(1) The annual general meeting shall be held within three months of the close of the financial year.
(2) The business to be transacted at every Annual General Meeting shall be
(a) the receiving of the Executive Committee's report and the statement of income and expenditure, assets and liabilities and mortgages, charges and securities affecting the property of the Association for the preceding financial year;
(b) the receiving of the auditor's report upon the books and accounts for the preceding financial year;
(c) the election of members of the Executive Committee; and
(d) the appointment of an auditor.
19. The secretary shall convene a special general meeting:
(a) when directed to do so by the Executive Committee; or
(b) on the requisition in writing signed by not less than one-third of the members presently on the Executive Committee or not less than the number of ordinary members of the Association which equals double the number of members presently on the Executive Committee plus one. Such requisition shall clearly state the reasons why such special general meeting is being convened and the nature of the business to be transacted thereat; or
(c) on being given a notice in writing of an intention to appeal against the decision of the Executive Committee to reject an application for membership or to terminate the membership of any person.
20. (1) At any general meeting the number of members required to constitute a quorum shall be double the number of members presently on the Executive Committee plus one.
(2) No business shall be transacted at any general meeting unless a quorum of members is present at the time when the meeting proceeds to business. For the purposes of this rule "member" includes a person attending as a proxy or as representing a corporation which is a member.
(3) If within half-an-hour from the time appointed for the commencement of a general meeting a quorum is not present, the meeting, if convened upon the requisition of the members of the Executive Committee or the Association, shall lapse. In any other case it shall stand adjourned to the same day in the next week at the same time and place, or to such other day and at such other time and place as the Executive Committee may determine, and if at the adjourned meeting a quorum is not present within half-an-hour from the time appointed for the meeting, the members present shall be a quorum.
(4) The Chairman may, with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Save as aforesaid it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.
21. (1) The secretary shall convene all general meetings of the Association by giving not less than 14 days notice of any such meeting to the members of the Association.
(2) The manner by which such notice shall be given shall be determined by the Executive Committee. Provided that notice of any meeting convened for the purpose of hearing and determining the appeal of a member against the rejection or termination of his/her membership by the Executive Committee, shall be given in writing. Notice of a general meeting shall clearly state the nature of the business to be discussed thereat.
22. Unless otherwise provided by these Rules, at every general meeting:
(1) the President shall preside as Chairman, or if there is no President, or if he/she is not present within fifteen minutes after the time appointed for the holding of the meeting or is unwilling to act, the Vice-President shall be the Chairman or if the Vice-President is not present or is unwilling to act then the members present shall elect one of their number to be Chairman of the meeting;
(2) the Chairman shall maintain order and conduct the meeting in a proper and orderly manner;
(3) every question, matter or resolution shall be decided bya majority of votes of the members present;
(4) every Ordinary Member present shall be entitled to one vote and in the case of an equality of votes the Chairman shall have a second or casting vote. Provided that no member shall be entitled to vote at any general meeting if his/her annual subscription is more than one month in arrears at the date of the meeting;
(5) voting shall be by show of hands or a division of members, unless not less than one-fifth of the members present demand a ballot, in which event there shall be a secret ballot. The Chairman shall appoint two members to conduct the secret ballot in such manner as he/she shall determine and the result of the ballot as declared by the Chairman shall be deemed to be the resolution of the meeting at which the ballot was demanded;
(6) a member may vote in person or by proxy or by attorney and on a show of hands every person present who is a member or a representative of a member shall have one vote and in a secret ballot every member present in person or by proxy or by attorney or other duly authorised representative shall have one vote;
(7) the instrument appointing a proxy shall be in writing, in the common or usual form under the hand of the appointor or of his/her attorney duly authorised in writing or under the hand of an officer or attorney duly authorised. A proxy may but need not be a member of the Association. The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a secret ballot;
(8) where it is desired to afford members an opportunity of voting for or against a resolution the instrument appointing a proxy shall be in the following form or a form as near thereto as circumstances permit:
ASSOCIATION:
I, of ,being a member of the above named Association, hereby appoint of , or failing him/her, of , as my proxy to vote for me on my behalf at the (annual) general meeting of the Association, to be held on the day of , 20 , and at any adjournment thereof.
Signed this day of , 20
Signature
This form is to be used: *in favour of/*against the resolution
.*Strike out whichever is not desired. (Unless otherwise instructed, the proxy may vote as he/she thinks fit);
(9) the instrument appointing a proxy shall be deposited with the secretary prior to the commencement of any meeting or adjourned meeting at which the person named in the instrument proposes to vote; and
(10) the secretary shall cause full and accurate minutes of all questions, matters, resolutions and other proceedings of every Executive Committee meeting and general meeting to be entered in a book to be open for inspection at all reasonable times by any financial member who previously applies to the secretary for that inspection. For the purposes of ensuring the accuracy of the recording of such minutes, the minutes of every Executive Committee meeting shall be signed by the Chairman of that meeting or the Chairman of the next succeeding Executive Committee meeting verifying their accuracy. Similarly, the minutes of every general meeting shall be signed by the Chairman of that meeting or the chairman of the next succeeding general meeting: Provided that the minutes of any annual general meeting shall be signed by the Chairman of that meeting or the Chairman of the next succeeding general meeting or Annual General Meeting.
23. BY-LAWS
The Executive Committee may from time to time make, amend or repeal by-laws, not inconsistent with these Rules, for the internal management of the Association and any by-law may be set aside by a general meeting of members.
24. ALTERATION OF RULES
Subject to the provisions of the Associations Incorporation Act 1981 I these Rules may be amended, rescinded or added to from time to time by a special resolution carried at any general meeting: Provided that no such amendment, rescission or addition shall be valid unless the same shall have been previously submitted to and approved by the Under Secretary, Department of Justice, Brisbane.
25. COMMON SEAL
The Executive Committee shall provide for a Common Seal and for its safe custody. The Common Seal shall only be used by the authority of the Executive Committee and every instrument to which the seal is affixed shall be signed by a member of the E?,ecutive Committee and shall be countersigned by the secretary or by a second member of the Executive Committee or by some other person appointed by the Executive Committee for the purpose.
26. FUNDS AND ACCOUNTS
(1) The funds of the Association shall be deposited in the name of the Association in such financial institution as the Executive Committee may from time to time direct.
(2) Proper books and accounts shall be kept and maintained either in written or printed form in the English language showing correctly the financial affairs of the Association and the particulars usually shown in books of a like nature.
(3) All moneys shall be deposited as soon as practicable after receipt thereof,
(4) All amounts of twenty dollars or over shall be paid by cheque signed by any two of the president, secretary, treasurer or other member authorised from time to time by the Executive Committee.
(5) Cheques shall be crossed 'not negotiable' except those in payment of wages, allowances or petty cash recoupments which may be open.
(6) The Executive Committee shall determine the amount of petty cash which shall be kept on the imprest system.
(7) All expenditure shall be approved or ratified at an Executive Committee meeting.
(8) As soon as practicable after the end of each financial year the treasurer shall cause to be prepared a statement containing particulars of:
(a) the income and expenditure for the financial year just ended; and
(b) the assets and liabilities and of all mortgages, charges and securities affecting the property of the Association at the close of that year.
(9) All such statements shall be examined by the auditor who shall present his/her report upon such audit to the secretary prior to the holding of the Annual General Meeting next following the financial year in respect of which such audit was made.
(10) The income and property of the Association whencesoever derived shall be used and applied solely in promotion of its objects and in the exercise of its powers as set out herein and no portion thereof shall be distributed, paid or transferred directly or indirectly by way of dividend, bonus or otherwise by way of profit to or amongst the members of the Association provided that nothing herein contained shall prevent the payment in good faith or interest to any such member in respect of moneys advanced by him/her to the Association or otherwise owing by the Association to him/her or of remuneration to any officers or servants of the Association or to any members of the Association or other person in return for any services actually rendered to the Association provided further that nothing herein contained shall be construed so as to prevent the payment or repayment to any member of out of pocket expenses, money lent, reasonable and proper charges for goods hired by the Association or reasonable and proper rent for premises demised or let to the Association.
27. DOCUMENTS
The Executive Committee shall provide for the safe custody of books, documents, instruments of title and securities of the Association.
28. FINANCIAL YEAR
The financial year of the Association shall close on 31 December each year.
29. DISTRIBUTION OF SURPLUS ASSETS
If the Association shall be wound up in accordance with the provisions of the Associations Incorporation Act 1981, and there remains, after satisfaction of all its debts and liabilities, any property whatsoever, the same shall not be paid to or distributed among the members of the Association, but shall be given or transferred to some other institution or institutions having objects similar to the objects of the Association, and which shall prohibit the distribution of its or their income and property among its or their members to an extent at least as great as is imposed on the Association under or by virtue of Rule 28 (10); such institution or institutions to be determined by the members of the Association.
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